CANCELLATION OF PROMISSORY NOTE
CANCELLATION OF PROMISSORY NOTE
This Cancellation of Promissory Note (“Cancellation Agreement”) is entered into this 17th day of September, 2013, by and among San Lotus Holding Inc. (“SLH”) and Chang Cheng-Sung, Liao Chi-Sheng, Yu Chien-Yang and Da Chuang Business Management Consultant Co., Ltd., a Taiwan corporation (together the “Da Ren Sellers”).
RECITALS
| A. | WHEREAS, SLH assumed a certain Promissory Note dated as of September 17, 2013 and originally held by Green Forest Management Consulting Inc. in the original principal amount of Ninety One Million Nine Hundred Ninety Six Thousand Five Hundred Twenty Four New Taiwan Dollars (TWD $91,996,524), in favor of the Da Ren Sellers (the “Note”); |
| B. | WHEREAS, the Da Ren Sellers used the funds owed under the Note to subscribe to shares of SLH common stock, which stock was distributed pursuant to the instructions of the Da Ren Sellers as indicated on Schedule A attached hereto; |
| C. | WHEREAS, the parties hereto agree that there are no obligations outstanding among the parties whatsoever relating to the Note; and |
| D. | NOW, THEREFORE, the parties hereto desire to cancel the Note. |
AGREEMENT
The Note is hereby terminated and cancelled and is of no further force and effect. The Da Ren Sellers hereby agree to promptly return the Note to SLH.
IN WITNESS WHEREOF, the parties hereto have executed this Cancellation Agreement.
| San Lotus Holding Inc. | ||||
| /s/ Chang Cheng-Sung | ||||
| Chang Cheng-Sung | ||||
| By: | /s/ Chen Tseng Chih-Ying | |||
| Chen Tseng Chih-Ying | ||||
| Chief Executive Officer | ||||
| /s/ Liao Chi-Sheng | ||||
| Liao Chi-Sheng | ||||
| Green Forest Management Consulting Inc. | ||||
| /s/ Yu Chien-Yang | ||||
| By: | /s/ Chiang Yu-Chang | Yu Chien-Yang | ||
| Chiang Yu-Chang | ||||
| Chairman of the Board | ||||
| Da Chuang Business Management Consultant Co., Ltd. | ||||
| By: | /s/ Chen Kuan-Yu | |||
| Chen Kuan-Yu | ||||
| Chairman of the Board | ||||
Schedule A
PURCHASER LIST
| Purchaser | Amount of Shares | Purchase Amount (TWD) | Purchase Amount (USD) |
| Da Chuang Business Management Consulting Co., Ltd. | 8,843,967 | TWD $26,496,524 |
$884,396.70 |
|
Gold Piven Ltd.
| 3,337,784 | TWD $10,000,000 | $333,778.40 |
| Darkin Ltd. | 6,008,011 | TWD $18,000,000 |
$600,801.10
|
| Ocean Reserve Ltd. | 667,557 | TWD $2,000,000 |
$66,755.70
|
| Yamiyo Ltd. | 250,334 | TWD $750,000 |
$25,033.40
|
| Allegro Equity Ltd. | 667,557 | TWD $2,000,000 |
$66,755.70
|
| New Bela Ltd. | 250,334 | TWD $750,000 |
$25,033.40
|
| Chang Cheng-Sung | 10,680,908 | TWD $32,000,000 |
$1,068,090.80
|
| Total: | 30,706,452 | TWD $91,996,524 | $3,070,645.2 |
